Resigning Administrative Agent definition
Examples of Resigning Administrative Agent in a sentence
After the Resigning Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of the Resigning Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent.
If no Replacement Administrative Agent shall have been so appointed by the Company (or, if applicable, the Required Lenders) and shall have accepted such appointment within 30 days after the Resigning Administrative Agent gives notice of its resignation, then the Resigning Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint the Replacement Administrative Agent which shall be a bank with an office in New York, or an Affiliate of any such bank.
If within 30 days after the Resigning Administrative Agent gives notice of its resignation, neither the Borrower (nor, if applicable, the Required Lenders) nor the Administrative Agent have appointed a Replacement Administrative Agent, the Required Lenders shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the Resigning Administrative Agent and the Resigning Administrative Agent shall be discharged from its duties and obligations hereunder.
The fees payable by the Company to the Replacement Administrative Agent shall be the same as those payable to the Resigning Administrative Agent unless otherwise agreed between the Company and the Replacement Administrative Agent.
The Administrative Agent shall have received (A) duly executed counterparts of the Amendment and Restatement Agreement from Parent, the Borrowers, the Guarantors, each Lender, the Administrative Agent, the Collateral Agent, the Swing Line Lender, the L/C Issuers, the Resigning Administrative Agent, the Resigning Collateral Agent and the Resigning Swing Line Lender and (B) duly executed copies of (i) the Successor Agency Agreement and the Other Appointment and Resignation Documentation.
Upon the acceptance of its appointment as an Administrative Agent hereunder by the Replacement Administrative Agent, the Replacement Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the Resigning Administrative Agent, and the Resigning Administrative Agent shall be discharged from its duties and obligations hereunder.
Resigning Administrative Agent and successor Administrative Agent shall have received payment of all out-of-pocket fees and expenses (including reasonable attorneys' fees and expenses) incurred by resigning Administrative Agent and successor Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and the other documents in connection herewith.
Effective as of the Agency Replacement Time, the Resigning Administrative Agent’s rights, powers, duties (other than such rights, powers and duties otherwise agreed to in the Successor Agency Agreement and other than such rights that survive pursuant to the terms of the Credit Documents) as Administrative Agent shall be terminated, without any further act or deed on the part of the Resigning Administrative Agent or any of the parties to the Credit Agreement or the Lenders.
To the extent not previously delivered to Resigning Administrative Agent, counterparts to the Subsidiary Guaranty, the Security Agreement, and the Environmental Indemnity Agreement, in the forms attached to such Loan Documents, duly executed and delivered by each Subsidiary that has become a Restricted Subsidiary after the Closing Date.
References in this Amendment to the “Administrative Agent” mean, for all periods prior to the Effective Date and on the effectiveness of this Amendment, the Resigning Administrative Agent, and from and after the effectiveness of this Amendment, the Successor Administrative Agent.